Failure to Take STF Sample Clauses

Failure to Take STF. In addition to and without limiting in any way any recourse of PCS against the Letter of Credit in accordance with Section 2.1(c) of this Agreement or other rights of, or remedies available to, PCS under this Agreement or at law or equity, in the event that MEMC fails to take the lesser of: (i) upon receipt of the Commencement Notice with respect to each STF plant, all of the output from each such STF plant; or (ii) the Purchase Requirement, MEMC shall be liable to PCS for liquidated damages in an amount equal to the Base Price (or Adjusted Base Price, if then applicable) multiplied by the amount of STF that MEMC failed to take in the relevant Contract Year; provided, however, that MEMC shall not be obligated to pay such liquidated damages to the extent such failure to take STF arises from an MEMC event of force REDACTED VERSION majeure (although MEMC’s obligation to take for such a year in which an event of force majeure occurs shall be pro rated to account for such event of force majeure). The Parties further agree that if PCS Phosphate’s ability to produce STF is limited by MEMC’s failure to supply (x) STF Trailers (as hereinafter defined) in accordance with Section 3.9 of this Agreement or (y) FSA in accordance with Section 3.2 of this Agreement, then MEMC shall be liable to PCS for liquidated damages of the Base Price (or Adjusted Base Price, if then applicable) for each ton of STF that MEMC fails to take from each STF unit for which a Commencement Notice has been issued, as though each such unit is operating at capacity, i.e., [*****] tons of STF per month per unit, in accordance with the Success Criteria even if the Success Criteria have not been demonstrated (and even if such quantity of STF has not been produced by PCS); and provided, further, that the Parties agree that notwithstanding the foregoing, for [*****] only (although MEMC is hereby obligated to take all output of [*****] in the interim), the date for the deemed capacity of [*****] tons of STF per month for [*****] shall be April 30, 2007. PCS shall, following the end of each calendar year, determine whether MEMC failed to take the lesser of (i) all output or (ii) the Purchase Requirement amount (or such prorated amount in the case of partial year determinations) as required under the first sentence of this Section for such calendar year (or such partial year) and calculate liquidated damages as provided above for such period. MEMC, promptly after receipt of an invoice from PCS demanding...
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Related to Failure to Take STF

  • Agreement to Take Actions Each party to this Agreement shall execute and deliver such documents, certificates, agreements and other instruments, and shall take all other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement.

  • No Obligation To Take Action Against the Company Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Obligations or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their Guarantees or under this Indenture.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Failure to Contribute (a) If a Member does not contribute, within 10 Days of the date required, all or any portion of a Capital Contribution that Member is required to make as provided in this Agreement, the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies:

  • Failure to Perform In the event of a failure of performance due under this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.

  • Delay or Omission; No Waiver No course of dealing on the part of any Noteholder and no delay or failure on the part of any such Person to exercise any right hereunder shall impair such right or operate as a waiver of such right or otherwise prejudice such Person's rights, powers and remedies hereunder. Every right and remedy given by this Unconditional Guaranty or by law to any Noteholder may be exercised from time to time as often as may be deemed expedient by such Person.

  • Failure to Close If any of the conditions to the Closing specified in this Agreement shall not have been fulfilled to the satisfaction of the Placement Agents or if the Closing shall not have occurred on or before 10:00 a.m. (St. Louis time) on June 30, 2003, then each party hereto, notwithstanding anything to the contrary in this Agreement, shall be relieved of all further obligations under this Agreement without thereby waiving any rights it may have by reason of such nonfulfillment or failure; provided, however, that the obligations of the parties under Sections 2.4.2, 7.5 and 9 shall not be so relieved and shall continue in full force and effect.

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

  • No Omissions or Misstatements None of the information included in this Agreement, other documents or information furnished or to be furnished by the Company, or any of its representations, contains any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact. Copies of all documents referred to in herein have been delivered or made available to the Lender and constitute true and complete copies thereof and include all amendments, schedules, appendices, supplements or modifications thereto or waivers thereunder.

  • No Adverse Proceeding There shall be no pending or threatened claim, action, litigation or proceeding, judicial or administrative, or governmental investigation against Buyer, Seller, GST or the Company, for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal.

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